Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )


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Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Rule 14a-12

Badger Meter, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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4545 West Brown Deer Road

Milwaukee, Wisconsin 53223




This supplement (the “Supplement”) provides updated information with respect to the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Badger Meter, Inc. (the “Company”) to be held on April 24, 2020.


On March 20, 2020, the Company commenced distributing to its shareholders a Notice of the 2020 Annual Meeting of Shareholders and Definitive Proxy Statement (the “Notice and Proxy Statement”) for the Annual Meeting. This Supplement, which describes a change in the location of the Annual Meeting from an in-person to a virtual-only meeting, should be read in conjunction with the Notice and Proxy Statement.


Change in Annual Meeting Location; Virtual-Only Meeting to be Held


On April 3, 2020, Badger Meter issued a press release announcing that, due to the public health impact of the coronavirus (COVID-19) pandemic and to prioritize the health and well-being of meeting participants, the Annual Meeting to be held on April 24, 2020 at 8:30 a.m. Central Time, will be held in a virtual format only. Shareholders will not be able to attend the Annual Meeting in person.


As described in the Notice and Proxy Statement, shareholders at the close of business on the record date, February 28, 2020, are entitled to attend in the Annual Meeting. To be admitted to the virtual Annual Meeting at www.virtualshareholdermeeting.com/BMI2020, shareholders must enter the 16-digit voting control number found on their proxy card and voting instruction form previously received. Shareholders may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. Whether or not shareholders plan to participate in the virtual-only Annual Meeting, the Company urges shareholders to vote and submit their proxies in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting. The proxy card and voting instruction form included with the Notice and Proxy Statement previously distributed will not be updated to reflect the change to a virtual-only meeting and may continue to be used to vote shares in connection with the Annual Meeting.


If you have already voted, you do not need to take any action unless you wish to change your vote.


A list of shareholders of record will be available during the virtual Annual Meeting for inspection by shareholders for any legally valid purpose related to the Annual Meeting at www.virtualshareholdermeeting.com/BMI2020.


The Company currently intends to return to an in-person shareholder meeting format in the future.

April 3, 2020


By Order of the Board of Directors





William R. A. Bergum,




The proxy statement and Annual Report are available in the Investor Relations section of our website at www.badgermeter.com.  Additionally, you may access our proxy materials at www.proxyvote.com.


Additional Information about the Virtual Annual Meeting


Attendance and Participation


Our virtual Annual Meeting will be conducted on the internet via webcast. You will be able to participate online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BMI2020. Shareholders will be able to vote their shares electronically during the Annual Meeting.


To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card. The Annual Meeting will begin promptly at 8:30 a.m. CT. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 8:15 a.m. CT.


The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.




Shareholders may submit questions during the Annual Meeting. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/BMI2020, typing your question into the “Ask a Question” field, and clicking “Submit.”


Questions pertinent to the Annual Meeting and related to our business presentation will be answered during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on our Investor Relations website as soon as practical after the Annual Meeting.


Additional information regarding the ability of shareholders to ask questions during the Annual Meeting, related rules of conduct and other materials for the Annual Meeting will be available at www.virtualshareholdermeeting.com/BMI2020.


Technical Difficulties


Information regarding technical support, including toll free phone resources during the virtual Annual Meeting, will be available at www.virtualshareholdermeeting.com/BMI2020.


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